Bausch Health Companies Inc 8-K, filed May 25, 2021
Bausch Health Companies Inc. (BHC)
About this 8-K
Bausch Health Companies Inc filed this 8-K on May 25, 2021, reporting on events of May 24, 2021.
Items reported
- Item 2.04: Debt obligation accelerated or increased
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| Item 2.04. | Triggering Event That Accelerates or Increases a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On May 24, 2021, Bausch Health Companies Inc. (the “Company”) issued a conditional notice of redemption to redeem in full all of its 7.00% Senior Secured Notes due 2024 (the “2024 Notes”) that remain outstanding following the consummation of the Tender Offer (as defined below). The redemption is expected to occur on June 23, 2021 (the “Redemption Date”), subject to satisfaction or waiver by the Company of the Condition (as defined below). The 2024 Notes were issued under an indenture dated as of March 21, 2017, by and among the Company, the guarantors signatory thereto, The Bank of New York Mellon, as trustee and the Notes Collateral Agent, as supplemented and amended (the “Indenture”). The 2024 Notes will be redeemed pursuant to Article 3 of the Indenture if the Condition is satisfied or waived. The redemption price for the 2024 Notes will be $1,017.50 per $1,000 principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date.
The redemption of the 2024 Notes is conditioned upon the completion by the Company or its subsidiaries of one or more debt financings in an aggregate principal amount of at least $1.6 billion (the “Condition”), which the Company expects to satisfy upon closing of the offering of the Notes (as defined below). Any such financings are subject to market and other conditions.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 8.01 | Other Events. |
Secured Notes Offering
On May 24, 2021, Bausch Health Companies Inc. (the “Company”) announced that it has launched and priced an offering of $1.6 billion aggregate principal amount of its 4.875% Senior Secured Notes due 2028 (the “Notes”). The offering price for the Notes was 100.000% of the principal amount thereof. The Notes will be offered in the United States to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Company also issued press releases pursuant to Rule 135c under the Securities Act relating to the offering of the Notes. In accordance with Rule 135c(d) under the Securities Act, copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
The foregoing is qualified by reference to the press releases that are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
Tender Offer
On May 24, 2021, the Company also announced the launch of an offer to purchase for cash any and all of its outstanding 2024 Notes (the “Tender Offer”). The Tender Offer is being made only pursuant to the Offer to Purchase, dated May 24, 2021 (the “Offer to Purchase”), which more fully sets forth the terms and conditions of the Tender Offer. The Offer to Purchase does not constitute a notice of redemption of the 2024 Notes.
The Tender Offer will expire at 11:59 p.m., New York City time, on June 21, 2021 (unless extended), and tendered 2024 Notes may be withdrawn at or prior to, but not after, 5:00 p.m., New York City time, on June 7, 2021 (unless extended). The foregoing is qualified by reference to the press release that is attached as Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release announcing the launch of the Notes offering and the conditional redemption of the 2024 Notes, dated May 24, 2021 | |
| 99.2 | Press release announcing the pricing of the Notes offering, dated May 24, 2021 | |
| 99.3 | Press release announcing the launch of the Tender Offer, dated May 24, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release announcing the launch of the Notes offering and conditional redemption of the 2024 notes, dated May 24, 2021 | |
| 99.2 | Press release announcing the pricing of the Notes offering, dated May 24, 2021 | |
| 99.3 | Press release announcing the launch of the Tender Offer, dated May 24, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAUSCH HEALTH COMPANIES INC. | ||||||
| By: | /s/ Paul S. Herendeen | |||||
| Name: | Paul S. Herendeen | |||||
| Title: | Executive Vice President, Chief Financial Officer | |||||
Date: May 24, 2021
Exhibit 99.1
| Investor Contact: | Media Contact: | |
| Arthur Shannon | Lainie Keller | |
| arthur.shannon@bauschhealth.com | lainie.keller@bauschhealth.com | |
| (514) 856-3855 | (908) 927-1198 | |
| (877) 281-6642 (toll free) |
BAUSCH HEALTH ANNOUNCES LAUNCH OF PRIVATE OFFERING OF SENIOR SECURED NOTES AND CONDITIONAL REDEMPTION OF EXISTING SENIOR SECURED NOTES
LAVAL, Quebec, May 24, 2021 — Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health” or the “Company”) announced today that it has launched an offering of $1.6 billion aggregate principal amount of new senior secured notes due 2028 (the “Notes”). The proceeds from the offering of the Notes, along with cash on hand, are expected to be used to fund the repurchase of $1.6 billion aggregate principal amount of the Company’s existing 7.00% Senior Secured Notes due 2024 (the “2024 Notes”) pursuant to the Company’s concurrently announced tender offer (the “Tender Offer”) and to pay related fees, premiums and expenses. This announcement does not constitute an offer to purchase or the solicitation of an offer to sell the 2024 Notes.
The Notes will be guaranteed by each of the Company’s subsidiaries that are guarantors under the Company’s credit agreement and existing senior notes and will be secured on a first priority basis by liens on the assets that secure the Company’s credit agreement and existing senior secured notes.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis, which is exempt from the prospectus requirements of such securities laws.
The Company also announced that it intends to issue a conditional notice of redemption today to redeem the full aggregate principal amount of 2024 Notes that remain outstanding following the consummation of the Tender Offer. This announcement does not constitute an offer to purchase or notice of redemption with respect to the 2024 Notes. The Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the offer to purchase related to the Tender Offer, including the completion of the offering of the Notes. The Redemption is conditioned upon the completion by the Company or its subsidiaries of one or more debt financings in an aggregate principal amount of at least $1.6 billion (the “Condition”), which the Company expects to satisfy upon closing of the offering of the Notes.
A copy of the conditional notice of redemption with respect to the 2024 Notes will be issued to the record holders of the 2024 Notes. Payment of the redemption price and surrender of the 2024 Notes for redemption will be made through the facilities of the Depository Trust Company in accordance with the
applicable procedures of the Depository Trust Company on June 23, 2021, unless no 2024 Notes remain outstanding following the consummation of the Tender Offer or the Condition is not satisfied. If the Condition is not satisfied, the redemption date will be delayed until the Condition is satisfied. The name and address of the paying agent are as follows: The Bank of New York Mellon Trust Company, N.A., c/o The Bank of New York Mellon; 111 Sanders Creek Parkway, East Syracuse, N.Y. 13057; Attn: Redemption Unit; Tel: (800) 254- 2826.
The foregoing transactions are subject to market and other conditions and are anticipated to close in the second quarter of 2021. However, there can be no assurance that the Company will be able to successfully complete the transactions, on the terms described above, or at all.
This news release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing global health.
Forward-looking Statements
This news release contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited to, our financing plans and details thereof, including the proposed use of proceeds therefrom, our ability to close the offering of the Notes and the other expected effects of the offering of the Notes, and the Tender Offer, the details thereof and other expected effects of the Tender Offer. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in the Company’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties relating to the Company’s proposed plan to separate its eye health business from the remainder of Bausch Health, including the expected benefits and costs of the separation transaction, the expected timing of completion of the separation transaction and its terms, the Company’s ability to complete the separation transaction considering the various conditions to the completion of the separation transaction (some of which are outside the Company’s control, including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other conditions are no longer favorable to completing the transaction, that any shareholder, stock exchange, regulatory or other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of or following the separation transaction, diversion of management
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time on separation transaction-related issues, retention of existing management team members, the reaction of customers and other parties to the separation transaction, the qualification of the separation transaction as a tax-free transaction for Canadian and/or U.S. federal income tax purposes (including whether or not an advance ruling from either or both of the Canada Revenue Agency and the Internal Revenue Service will be sought or obtained), potential dis-synergy costs between the separated entity and the remainder of Bausch Health, the impact of the separation, including the leverage of Bausch Health and the eye health business after the separation, transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets Bausch Health is engaged in, behavior of customers, suppliers and competitors, technological developments and legal and regulatory rules affecting Bausch Health’s business. In particular, the Company can offer no assurance that any separation transaction will occur at all, or that any separation transaction will occur on the terms and timelines anticipated by the Company. They also include, but are not limited to, risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the availability and effectiveness of vaccines for COVID-19, and the potential effects of that pandemic, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on the Company, including but not limited to its supply chain, third-party suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which may increase) and revenue and margins (both of which may decrease).
Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
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Exhibit 99.2
| Investor Contact: | Media Contact: | |||
| Arthur Shannon | Lainie Keller | |||
| arthur.shannon@bauschhealth.com | lainie.keller@bauschhealth.com | |||
| (514) 856-3855 | (908) 927-1198 | |||
| (877) 281-6642 (toll free) |
BAUSCH HEALTH ANNOUNCES PRICING OF PRIVATE OFFERING OF SENIOR SECURED NOTES
LAVAL, Quebec, May 24, 2021 — Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health” or the “Company”) announced today that it has priced its previously announced offering of $1.6 billion aggregate principal amount of 4.875% senior secured notes due 2028 (the “Notes”). The Notes will be sold to investors at a price of 100.000% of the principal amount thereof. The proceeds from the offering of the Notes, along with cash on hand, are expected to be used to fund the Company’s offer to purchase (the “Tender Offer”) any and all of its outstanding 7.00% Senior Secured Notes due 2024 (the “2024 Notes”) and to pay related fees, premiums and expenses. If, following the consummation of the Tender Offer, any of the 2024 Notes remain outstanding, the Company will use the remaining net proceeds of the offering of the Notes to redeem such 2024 Notes (the “Redemption”).
The Notes will be guaranteed by each of the Company’s subsidiaries that are guarantors under the Company’s credit agreement and existing senior notes and will be secured on a first priority basis by liens on the assets that secure the Company’s credit agreement and existing senior secured notes. Consummation of the offering of the Notes is subject to various closing conditions.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis, which is exempt from the prospectus requirements of such securities laws.
This announcement does not constitute an offer to purchase or notice of redemption with respect to the 2024 Notes. The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the offer to purchase related to the Tender Offer, including the completion of the offering of the Notes. The Redemption is conditioned upon the completion by the Company or its subsidiaries of one or more debt financings in an aggregate principal amount of at least $1.6 billion, which the Company expects to satisfy upon closing of the offering of the Notes.
This news release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing global health.
Forward-looking Statements
This news release contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited to, our financing plans and details thereof, including the proposed use of proceeds therefrom, our ability to close the offering of the Notes and the other expected effects of the offering of the Notes, and the Tender Offer, the details thereof and other expected effects of the Tender Offer. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in the Company’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties relating to the Company’s proposed plan to separate its eye health business from the remainder of Bausch Health, including the expected benefits and costs of the separation transaction, the expected timing of completion of the separation transaction and its terms, the Company’s ability to complete the separation transaction considering the various conditions to the completion of the separation transaction (some of which are outside the Company’s control, including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other conditions are no longer favorable to completing the transaction, that any shareholder, stock exchange, regulatory or other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of or following the separation transaction, diversion of management time on separation transaction-related issues, retention of existing management team members, the reaction of customers and other parties to the separation transaction, the qualification of the separation transaction as a tax-free transaction for Canadian and/or U.S. federal income tax purposes (including whether or not an advance ruling from either or both of the Canada Revenue Agency and the Internal Revenue Service will be sought or obtained), potential dis-synergy costs between the separated entity and the remainder of Bausch Health, the impact of the separation, including the leverage of Bausch Health and of the eye health business after the separation, transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets Bausch Health is engaged in, behavior of customers, suppliers and competitors, technological developments and legal and regulatory rules affecting Bausch Health’s business. In particular, the Company can offer no assurance that any separation transaction will occur at all, or that any separation transaction will occur on the terms and timelines anticipated by the Company. They also include, but are not limited to, risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the availability and effectiveness of vaccines for COVID-19, and the potential effects of that pandemic, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on the Company, including but not limited to its supply chain, third-party suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which may increase) and revenue and margins (both of which may decrease).
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Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
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Exhibit 99.3
| Investor Contact: | Media Contact: | |
| Arthur Shannon | Lainie Keller | |
| arthur.shannon@bauschhealth.com | lainie.keller@bauschhealth.com | |
| (514) 856-3855 | (908) 927-1198 | |
| (877) 281-6642 (toll free) |
BAUSCH HEALTH COMMENCES CASH TENDER OFFER FOR ANY AND ALL OF ITS 7.00% SENIOR SECURED NOTES DUE 2024
LAVAL, Quebec, May 24, 2021 – Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health,” the “Company” or the “Offeror”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 7.00% Senior Secured Notes due 2024 (the “Notes”). The terms and conditions of the Tender Offer are described in an Offer to Purchase dated May 24, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
The following table sets forth certain terms of the Tender Offer:
| Issuer |
Series of Notes |
144A CUSIP/ISIN |
Reg S CUSIP/ISIN Number |
Aggregate Principal Amount Outstanding(1) |
Tender Offer Consideration(2) |
Early Tender Premium(3) |
Total Consideration(2)(3) |
|||||||||||||||
| Bausch Health Companies Inc. |
7.00% Senior Notes Due 2024 |
91911K AK8 US91911KAK88 |
C94143 AK7 /USC94143AK73 | $ | 1,600,000,000 | $ | 989.25 | $ | 30.00 | $ | 1,019.25 | |||||||||||
| (1) | As of May 24, 2021, there was $1.7 billion aggregate principal amount of the Notes outstanding. The amount above gives effect to the redemption of $100 million aggregate principal amount of the Notes on June 2, 2021 pursuant to the Offeror’s previously announced partial redemption of the Notes. |
| (2) | Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer (exclusive of any Accrued Interest, which will be paid by the Offeror in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date). |
| (3) | Includes the Early Tender Premium. |
The Tender Offer will expire at 11:59 p.m., New York City time, on June 21, 2021 (such date and time, as it may be extended, the “Expiration Date”). No tenders will be valid if submitted after the Expiration Date. Tendered Notes may be withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on June 7, 2021 (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.
Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the “Tender Offer Consideration”). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on June 7, 2021 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the early tender premium, if any, for the Notes as set forth in the table above (the “Early Tender Premium” and, together with the Tender Offer Consideration, the “Total Consideration”) on the Early Settlement Date (as defined below), which is currently expected to be June 8, 2021. Holders of Notes validly tendered after the Early Tender Date, but at or prior to the Expiration
Date, and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration, but not the Early Tender Premium for the Notes. No tenders will be valid if submitted after the Expiration Date.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Early Settlement Date or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on the Notes from the last interest payment date to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the “Accrued Interest”).
If, following the consummation of the Tender Offer, any Notes remain outstanding, the Company will redeem the outstanding Notes on June 23, 2021, in accordance with the terms of the Notes and the indenture governing the Notes, pursuant to a conditional notice of redemption to be issued by the Company today.
The Offeror reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (the date of such acceptance and purchase, the “Early Settlement Date”). The Early Settlement Date will be determined at the Offeror’s option, assuming the conditions to the Tender Offer have been either satisfied or waived by the Offeror at or prior to the Early Settlement Date. If the Offeror elects to have an Early Settlement Date, it will accept Notes validly tendered at or prior to the Early Tender Date. Irrespective of whether the Offeror chooses to exercise its option to have an Early Settlement Date, it will purchase any remaining Notes that have been validly tendered at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Offeror, promptly following the Expiration Date (the date of such acceptance and purchase, the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”). The Final Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offer have been either satisfied or waived by the Offeror at or prior to the Expiration Date and all outstanding Notes are not purchased on the Early Settlement Date.
The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion of the Company’s concurrently announced private offering of $1.6 billion aggregate principal amount senior secured notes, on terms acceptable to the Company.
Goldman Sachs & Co. LLC is acting as the dealer manager in the Tender Offer. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman Sachs & Co. LLC at (collect) (212) 902-5962 or (toll free) (800) 828-3182. Requests for copies of the Offer to Purchase and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-3800 or (collect) (212) 430-3774.
None of the Offeror, its board of directors or officers, the dealer manager, the depositary, the information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a
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recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offer is made only by the Offer to Purchase. This news release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offer. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Offeror by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Any securities issued pursuant to the financing transactions described above will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. Such securities have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.
This news release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities that may be issued pursuant to the financing transactions described above. Further, nothing contained herein shall constitute a notice of redemption of the Notes.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing global health.
Forward-Looking Statements
This news release may contain forward-looking statements, within the meaning of applicable securities laws (collectively, “forward looking statements”) including, but not limited to, the Tender Offer, the details thereof and other expected effects of the Tender Offer and the proposed private offering of senior secured notes and the use of proceeds therefrom. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in the Company’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties relating to the Company’s proposed plan to separate its eye health business from the remainder of Bausch Health, including the expected benefits and costs of the separation transaction, the expected timing of completion of the separation transaction and its terms, the Company’s ability to complete the separation transaction considering the various conditions to the completion of the separation
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transaction (some of which are outside the Company’s control, including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other conditions are no longer favorable to completing the transaction, that any shareholder, stock exchange, regulatory or other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of or following the separation transaction, diversion of management time on separation transaction-related issues, retention of existing management team members, the reaction of customers and other parties to the separation transaction, the qualification of the separation transaction as a tax-free transaction for Canadian and/or U.S. federal income tax purposes (including whether or not an advance ruling from either or both of the Canada Revenue Agency and the Internal Revenue Service will be sought or obtained), potential dis-synergy costs between the separated entity and the remainder of Bausch Health, the impact of the separation, including the leverage of Bausch Health and the eye health business after the separation, transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets Bausch Health is engaged in, behavior of customers, suppliers and competitors, technological developments and legal and regulatory rules affecting Bausch Health’s business. In particular, the Company can offer no assurance that any separation transaction will occur at all, or that any separation transaction will occur on the terms and timelines anticipated by the Company. They also include, but are not limited to, risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the availability and effectiveness of vaccines for COVID-19, and the potential effects of that pandemic, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on the Company, including but not limited to its supply chain, third-party suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which may increase) and revenue and margins (both of which may decrease).
Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
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